exv10w17






Exhibit 10.17




FEDERAL DEPOSIT INSURANCE CORPORATION




In Re: Premier American Bank, National Association (In Organization)

Miami, Florida



Application for Federal Deposit Insurance



ORDER


The undersigned, acting on behalf of the Board of Directors of the Federal Deposit Insurance
Corporation (“FDIC”) pursuant to delegated authority, has fully considered all available facts and
information relevant to the factors of Section 6 of the Federal Deposit Insurance Act regarding the
application for Federal deposit insurance with membership in the Deposit Insurance Fund for Premier
American Bank, National Association, a proposed new institution that will be located in Miami,
Florida (“Bank”), and has concluded that the application should be approved.



Accordingly, it is hereby ORDERED, for the reasons set forth in the attached Statement, that the
application submitted by the Bank for Federal deposit insurance be approved, and the same is hereby
approved, subject to the following conditions:





	1.	 	Initial paid-in-capital funds of not less than $35,000,000 shall be provided.
	 
	2.	 	Federal deposit insurance shall not become effective unless the applicant is the successful
bidder for, and subsequently acquires certain assets and assumes deposits and certain other
liabilities from the FDIC as receiver for Premier American Bank, Miami, Florida (“Premier
American”).
	 
	3.	 	Each Investor; Bond Street Holdings LLC (“Holdings LLC”); each other bank holding company of
the Bank; Messrs. Daniel M. Healy, Vincent Tese, Les J. Lieberman, and Stuart Oran; and the
Bank shall comply with all applicable provisions of the FDIC’s Statement of Policy on
Qualifications for Failed Bank Acquisitions (“SOP”) including but not limited to, Condition #4
of this Order which provides, in part, that the Bank shall maintain its Tier 1 common equity
to total assets ratio at not less than ten percent (10%) throughout the first three years of
operation. For purposes of this Order, “Investor” means any investor with more than five
percent (5%) of the voting interests of Holdings LLC and any other investor unless the FDIC
has determined that such investor has rebutted the applicable presumption that such investor
is engaged in concerted action with other investors.
	 
	4.	 	The Bank shall maintain its Tier 1 common equity to total assets ratio, as defined in the
SOP, at least at ten percent (10%) throughout the first three years of operation. After such
3-year period and for as long as the Investors, directly or indirectly, own the Bank,
the Bank shall maintain no lower level of capital adequacy than “well capitalized” as defined
in the appropriate capital regulations and guidance of the




 









 












	 	 	Office of the Comptroller of the Currency (“OCC”). The Bank shall at all times maintain
an adequately funded allowance for loan and lease losses.
	 
	5.	 	Any changes in the proposed management of the Bank or the proposed ownership shall be
approved by the FDIC prior to opening.
	 
	6.	 	Within 60 days after opening the Bank, the Bank shall have appointed and shall thereafter
retain a Board of Directors and senior executive officers who possess the knowledge,
experience, and capability to carry out the responsibilities of the position in a safe and
sound manner. For purposes of this Order, such senior executive officers shall include the
President and Chief Executive Officer, Chief Credit Officer, Chief Financial Officer, and
Chief Operations Officer (or those employees that have duties and responsibilities typical for
persons with the foregoing titles).
	 
	7.	 	With respect to any proposed director and senior executive officer for whom background checks
have not been completed, the Bank must take such action as required by the Regional Director
and the OCC, if either objects to any such person based on information obtained during the
background check.
	 
	8.	 	The Bank shall provide to the appropriate FDIC Regional Director, with a copy sent to the
OCC, the final employment agreements and compensation arrangements (including bonus plans) for
the Bank’s senior executive officers, and obtain the prior written non-objection of the
appropriate Regional Director for those agreements and compensation arrangements prior to
execution. The submission shall include a compensation study or similar documentation to
support the reasonableness of the proposed compensation.
	 
	9.	 	During the Bank’s first three years of operation, the Bank shall obtain the prior written
non-objection of the appropriate FDIC Regional Director prior to implementing any stock
benefit plans, including stock options, stock warrants, and other similar stock based
compensation plans developed by either the Bank or Holdings LLC.
	 
	10.	 	The Bank shall obtain adequate fidelity coverage prior to the date deposit insurance becomes
effective.
	 
	11.	 	The applicant shall adopt an accrual accounting system for maintaining the books of the Bank.
	 
	12.	 	Federal deposit insurance shall not become effective until the applicant has been granted a
charter, has authority to conduct banking business, and its establishment and operation as a
depository institution has been fully approved by the OCC.
	 
	13.	 	Federal deposit insurance shall not become effective until each proposed bank holding company
has obtained approval from the FRB to acquire voting stock control of the proposed depository
institution prior to its opening for business.




 









 












	14.	 	The Bank shall submit a detailed, revised Business Plan to the appropriate FDIC Regional
Director within 60 days after the acquisition of a failed insured depository institution from
the FDIC as receiver, and shall obtain the prior written non-objection of the Regional Director
prior to implementing the revised plan. For three years following the commencement of
operations, the Bank shall provide to the appropriate FDIC Regional Director quarterly variance
reports detailing compliance with and any material deviations from the revised Business Plan.
	 
	15.	 	For three years following the commencement of banking operations, the Bank shall provide to
the appropriate FDIC Regional Director at least 60 days prior notice of any proposed material
changes to the revised Business Plan.
	 
	16.	 	The Bank shall provide to the appropriate FDIC Regional Director copies of the monthly
reports provided to the FDIC pursuant to any Loss-Share Agreement by and between the FDIC, as
receiver for Premier American, and the Bank.
	 
	17.	 	The Bank shall obtain an audit of its financial statements by an independent public
accountant annually for at least the first three years after deposit insurance coverage
becomes effective and shall submit to the appropriate FDIC Regional Director (i) a copy of the
audited annual financial statements and the independent auditor’s report thereon within 90
days after the end of the Bank’s fiscal year; (ii) a copy of any other reports by the
independent auditor (including any management letters) within 15 days after their receipt by
the Bank; and (iii) written notification within 15 days after a change in the Bank’s
independent auditor occurs.
	 
	18.	 	Full disclosure shall be made to all proposed directors and stockholders of the Bank of the
facts concerning the interest of any insider in any transactions being effected or then
contemplated, including the identity of the parties to the transaction and the terms and costs
involved. An “insider” is a person who (i) is or is proposed to be a director, officer, or
incorporator of the Bank; (ii) a shareholder who directly or indirectly controls ten percent
(10%) or more of any class of the Bank’s outstanding voting stock; or (iii) an associate or
interest of any such person.
	 
	19.	 	Until deposit insurance becomes effective, the FDIC retains the right to alter,
suspend, or withdraw its approval should an interim development be deemed to warrant
such action.
	 
	20.	 	If deposit insurance has not become effective within six months from the date of this ORDER,
or unless, in the meantime, a request for an extension of time has been approved by the FDIC,
this approval shall expire at the end of said six-month period.




 









 










Dated at Washington, D.C. this 22nd day of January         , 2010.




	 	 	 	 	 
	 	FEDERAL DEPOSIT INSURANCE CORPORATION

 	 



	 	 	 	 	 
	 	   By:	 /s/ Lisa Arquette
 	 
	 	Lisa Arquette 	 
	 	Associate Director
Division of Supervision and Consumer Protection 	 



 









 






	 	 	 	 	 



FEDERAL DEPOSIT INSURANCE CORPORATION




In Re: Premier American Bank, National Association (In Organization)

Miami, Florida



Application for Federal Deposit Insurance



STATEMENT


Pursuant to the provisions of Section 5 of the Federal Deposit Insurance Act (“FDI Act”)(12 U.S.C.
§1815), the Federal Deposit Insurance Corporation (“FDIC”) received an Interagency Charter and
Federal Deposit Insurance Application on behalf of Premier American Bank, National Association, a
proposed new institution that will be located in Miami, Florida (“Bank”). The application is
intended to establish a newly chartered national bank for the purpose of acquiring certain assets
and assuming certain liabilities of Premier American Bank, Miami, Florida (“Premier American”), a
state nonmember bank, from the FDIC in its capacity as receiver in a purchase and assumption
transaction. The organizers have concurrently applied for a national bank charter and filed a Bank
Merger Act application with the Office of the Comptroller of the Currency (“OCC”) to facilitate the
proposed acquisition. On October 23, 2009, the OCC granted preliminary conditional approval for the
organization of the Bank as a new national bank.



In accordance with FDIC regulations, the deposit insurance application will not be subject to
public notice, as the application is in furtherance of the resolution of a failing institution,
Premier American. (12 C.F.R. section 303.23 (b)). We are advised that the OCC intends to waive its
public notice requirements pursuant to its regulations, which permit a waiver in supervisory cases.
(12 U.S.C. section 1828(c)(3), (4)(C)(i), and (6)).



The Bank will be a wholly-owned subsidiary of Bond Street Holdings LLC (“Holdings LLC”), a Delaware
limited liability company organized to become a bank holding company. Bond Street Management LCC
has been organized to operate as the managing member of Holdings LLC and also is organized to
become a bank holding company. Capital of $35 million will be provided by Holdings LLC to
capitalize the Bank.



FDIC Staff has analyzed the deposit insurance application based upon Holdings LLC and the Bank
being the successful bidder and capital of $35 million being required. Holdings LLC intends to
provide the Bank with sufficient capital, funding, and managerial resources to accomplish several
strategic priorities. The high-level strategy proposed by the organizers is to stabilize the
operations of Premier American with strong capitalization and an established management team,
transition away from Premier’s business model of originating acquisition, development, and
construction and commercial real estate loans into a more diversified loan portfolio mix, and
reemphasize traditional retail branch deposit generation. Holdings LLC and the Bank’s long-term
goal is to create a well-managed, conservative, efficient and profitable banking institution.







 









 







The financial projections show that the Bank will be capitalized with an amount sufficient to
achieve a Tier 1 common equity to total assets ratio, as defined in the FDIC’s Statement of Policy
on Qualifications for Failed Bank Acquisitions (Tier 1 capital ratio), of not less than 10 percent
upon acquiring Premier American and throughout the first three years of operation. Future earnings
prospects appear attainable, and management is considered satisfactory. Corporate powers to be
exercised are consistent with the purpose of the FDI Act, and no undue risk to the Deposit
Insurance Fund is apparent.



Accordingly, based upon a careful evaluation of all available facts and information and in
consideration of the factors of Section 6 of the FDI Act, the Associate Director, pursuant to
delegated authority, has concluded that approval of the application is warranted, subject to
certain prudential conditions.




ASSOCIATE DIRECTOR

DIVISION OF SUPERVISION AND CONSUMER PROTECTION

FEDERAL DEPOSIT INSURANCE CORPORATION